disguise. In refusing the proposals which you made me-proposals which I will acknowledge were liberal in the extreme, I was not actuated by virtuous motives, for I am an unhappy being, who to the indulgence of a mad passion have sacrificed my honour." Her voice faltered, and for a few moments she was silent.

"Until lately, very lately, I knew not that I should be deserted; I knew not that the man to whom my whole soul was devoted, would from the cold considerations of worldly prudence, abandon me to poverty and shame; but he has done so, and I—”

"In my arms (cried the count interrupting her), thou shalt find a shelter from both; my rank and wealth are known to thee, and all they can bestow, thou shalt freely command.”

"I thank your lordship (replied she), but can you be content with the possession of a woman whose heart is dead to love? a woman, who frankly avows to you, that distress alone could

induce her to give herself to your arms, and tells you that gratitude and fidelity, are all that you have to expect from her."

will

"Well, madam (cried the count), I accept you on your own terms, and you shall have no cause to repent your confidence in my honour."

It was not without an effort that Montalva spoke thus, for his pride was stung to the quick, by what he internally termed the insolence of Ellen: and he formed the ungenerous resolu tion of gaining possession of her person, and then retaliating the contempt with which she treated him.

It was his wish to take for her elegant apartments, and to bestow upon her every luxury and enjoyment that wealth could purchase; but a life of retirement was more congenial to her disposition, and she declined mixing in the gay scenes which the count spoke of.

Her determination was not displeas

ing to Montalva, who soon made for her a small, but elegant establishment, and visited her daily. The novelty of her character interested him. The sprightly graces of the French ladies, and the voluptuous allurements of the Italians, he was no stranger to; but the mixture of gentleness and hauteur, of sensibility and firmness, which he found in Ellen Dudley, he had never before met with; always grave, simple, and rational, the reserve and coldness of her manners would most probably soon have disgusted the count, but for a circumstance that gave her a strong hold upon his heart this was her being pregnant; often, and deeply had he regretted the child of Valeria; had she lived, he thought that he should at least have one being whom the ties of consanguinity would have attached to him; and frequently had he envied De Rosonio the possession of the little Isabel. The intelligence of Ellen's pregnancy gave to his bosom a degree of pleasure

which it had long been a stranger to; he redoubled the tenderness and attention with which he had hitherto treated her, and she appeared more grateful for those attentions than she had yet been..

One day the count expressed a strong curiosity to know the particulars of her life.

"It does not contain any incidents worthy of your attention, my lord (said she), my days have been latterly marked with error, and its natural consequences misery and disappointment; I was plunged into distress while I was yet a stranger to guilt; and from a scrupulous attention to the opinion of the world, despair taught me to brave it; I looked around me, and I saw that with the major part of mankind appearances were all, and that rank and wealth were deemed a sufficient excuse for the greatest enormities; death had deprived me of the only being upon earth on whom I had a natural claim; I was poor and unprotected, and these I

found were considered as sufficient reasons why I was to be treated with insult or neglect; my temper became soured, and my disposition changed: that glow of benevolence, which I had hitherto felt for all the human race, was converted into misanthropy. I learned. to consider my fellow-creatures with suspicion and distrust, and to think that every appearance of kindness proceeded from interested motives; but my heart was not made for a state of apathy, and in exchanging it for a warmer sentiment, I entailed upon myself endless regrets; but I beg your pardon, my lord (continued she), I am giving you a detail of my sentiments, instead of actions.

my

'My father, who was a naval officer, was as brave and worthy a man as ever lived; he married, early in life, a woman whose birth was much superior to his own, and whose fortune would have been large but for her preference of him. My mother was under the guardianship of